Pan-Asia Catalysts/Events, Quiddity Advisors

Travis Lundy

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

<ul>
<li>The SBI Tender obtained 56.92mm shares out of 58.21mm shares max. Pro-ration was 100% and SBI now owns 47.77%. </li>
<li>The data suggests Murakami-related holders tendered at least some of their shares. Real World Float (RWF) at the end of the coming week will be ~15-16% of TSO less Treasury.</li>
<li>Now we have a back-end and future squeeze-out trade which will be coloured by SBI taking control, "fair value" valuations, and the possibility of a pre-squeezeout squeeze of RWF.</li>
</ul>


The SBI Tender obtained 56.92mm shares out of 58.21mm shares max. Pro-ration was 100% and SBI now owns 47.77%. 
The data suggests Murakami-related holders tendered at least some of their shares. Real World Float (RWF) at the end of the coming week will be ~15-16% of TSO less Treasury.
Now we have a back-end and future squeeze-out trade which will be coloured by SBI taking control, "fair value" valuations, and the possibility of a pre-squeezeout squeeze of RWF.


SBI Tender on Shinsei Successful. Goes to 47.77%. The BIG Question Is... Who Owns The Float?

<ul>
<li>Overnight, NHK and Nikkei reported that the Deposit Insurance Corporation of Japan is leaning towards voting AGAINST the Poison Pill in the Shinsei EGM Thursday.</li>
<li>Given SBI has 20.32% of the vote and the DICJ has 23.31%, that would make passage of the Poison Pill defence more likely to fail. </li>
<li>Investors should be looking at what could happen if the vote fails. </li>
</ul>


Overnight, NHK and Nikkei reported that the Deposit Insurance Corporation of Japan is leaning towards voting AGAINST the Poison Pill in the Shinsei EGM Thursday.
Given SBI has 20.32% of the vote and the DICJ has 23.31%, that would make passage of the Poison Pill defence more likely to fail. 
Investors should be looking at what could happen if the vote fails. 


Shinsei EGM:  Govt May Vote AGAINST But Could Shinsei Rig The Vote?

<ul>
<li>The Deposit Insurance Corporation of Japan, which owns 23.3% of voting rights in <a href="https://www.smartkarma.com/entities/shinsei-bank-ltd" target="_blank" data-smartkarma-citation="entities:16897:1" rel="noopener">Shinsei Bank (8303 JP)</a> asked both SBI and Shinsei to provide answers to questions by 12 November</li>
<li>They both did on Friday and the answers were curiously lacklustre. If one of the two 'won' it may have been SBI. But we don't know what DICJ will do.</li>
<li>In other news, Shinsei reported results and a famous activist announced a 5+% stake.</li>
</ul>


The Deposit Insurance Corporation of Japan, which owns 23.3% of voting rights in Shinsei Bank (8303 JP) asked both SBI and Shinsei to provide answers to questions by 12 November
They both did on Friday and the answers were curiously lacklustre. If one of the two 'won' it may have been SBI. But we don't know what DICJ will do.
In other news, Shinsei reported results and a famous activist announced a 5+% stake.


SBI and Shinsei Responses to the DICJ and an Activist Joins the Party

There is an interesting <a href="https://www.zaikai.jp/articles/detail/1046" target="_blank" rel="noopener">article</a> out in Zaikai Online (財界オンライン zaikai.jp) today which talks about the possibility of how the FSA might vote in the <a href="https://www.smartkarma.com/entities/shinsei-bank-ltd" target="_blank" data-smartkarma-citation="entities:16897:1" rel="noopener">Shinsei Bank (8303 JP)</a> EGM which comes in just under three weeks.
The two government entities which own the stock are the Resolution &amp; Collection Corporation (RCC) which owns 26.912mm shares, and the Deposit Insurance Corporation of Japan (DICJ), which owns 20.00mm shares. Together their 46.912mm shares are worth about 22.31% of voting rights, which is a bit more than the total owned by <a href="https://www.smartkarma.com/entities/sbi-holdings-inc" target="_blank" data-smartkarma-citation="entities:10928:1" rel="noopener">SBI Holdings (8473 JP)</a> which is opposing the poison pill to be voted on at the EGM. 
The FSA will be the decision-maker on the vote as the DICJ is an FSA entity and the RCC is a subsidiary of a subsidiary of the DICJ. 
I discussed the possible outcomes for tendering by the government entities in <a href="https://www.smartkarma.com/insights/sbi-8473-launches-a-hostile-tender-offer-on-shinsei-bank-8303" target="_blank" data-smartkarma-citation="insights:57426" rel="noopener">SBI (8473) Launches a HOSTILE Tender Offer on Shinsei Bank (8303)!</a> and I discussed the possibilities of how they might vote for a poison pill in <a href="https://www.smartkarma.com/insights/shinsei-looks-to-a-poison-pill-but-probably-not-really" target="_blank" data-smartkarma-citation="insights:57630" rel="noopener">Shinsei Looks To A Poison Pill, But Probably Not Really</a>. 
The tone of the article linked above is interesting. I think worth taking another look. 
Late today, Japanese news agency Jiji reported that US-based international proxy advisor Glass Lewis came out in support of the Poison Pill at the Shinsei EGM. This surprised the market and shares - which had been trading in the ¥1,860-1,870/share range after last week's large TOPIX and JPX Nikkei 400 index down-weight fell sharply - ending the day down more than 3% - a big move for a risk arb situation.
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While the Glass Lewis and ISS voting guidelines suggest that they generally vote against Poison Pills, there are conditions under which they could support. They don't say they will endorse a poison pill if managements do meet those hurdles, just that they could not support if they don't. Shinsei's poison pill plan met all those hurdles as it proposed in its 21 October 2021 <a href="https://www.shinseibank.com/corporate/en/news/pdf/pdf2021/211021_announcement1_e.pdf" target="_blank" rel="noopener">document</a> (p27-28) where it came out against the SBI Tender Offer, officially. 
I had not expected Glass Lewis or ISS to endorse the Poison Pill but it was not a slam dunk they would knock it back. IF the proxy advisors knocked it back, it was a high probability event that the Poison Pill would get voted down.
The result of the EGM might be less assured now that Glass Lewis has supported. But it is complicated. The result of the EGM could have effects on future buybacks, future index events, and profitability, and the way the shares move prior to the EGM could affect how people vote at the EGM. The shares at ¥1650 might trigger a different decision than the shares at ¥1,900.
Much more discussion below the fold. 

</section>

There is an interesting article out in Zaikai Online (財界オンライン zaikai.jp) today which talks about the possibility of how the FSA might vote in the Shinsei Bank (8303 JP) EGM which comes in just under three weeks.
The two government entities which own the stock are the Resolution &amp; Collection Corporation (RCC) which owns 26.912mm shares, and the Deposit Insurance Corporation of Japan (DICJ), which owns 20.00mm shares. Together their 46.912mm shares are worth about 22.31% of voting rights, which is a bit more than the total owned by SBI Holdings (8473 JP) which is opposing the poison pill to be voted on at the EGM. 
The FSA will be the decision-maker on the vote as the DICJ is an FSA entity and the RCC is a subsidiary of a subsidiary of the DICJ. 
I discussed the possible outcomes for tendering by the government entities in SBI (8473) Launches a HOSTILE Tender Offer on Shinsei Bank (8303)! and I discussed the possibilities of how they might vote for a poison pill in Shinsei Looks To A Poison Pill, But Probably Not Really. 
The tone of the article linked above is interesting. I think worth taking another look. 
Late today, Japanese news agency Jiji reported that US-based international proxy advisor Glass Lewis came out in support of the Poison Pill at the Shinsei EGM. This surprised the market and shares - which had been trading in the ¥1,860-1,870/share range after last week's large TOPIX and JPX Nikkei 400 index down-weight fell sharply - ending the day down more than 3% - a big move for a risk arb situation.


While the Glass Lewis and ISS voting guidelines suggest that they generally vote against Poison Pills, there are conditions under which they could support. They don't say they will endorse a poison pill if managements do meet those hurdles, just that they could not support if they don't. Shinsei's poison pill plan met all those hurdles as it proposed in its 21 October 2021 document (p27-28) where it came out against the SBI Tender Offer, officially. 
I had not expected Glass Lewis or ISS to endorse the Poison Pill but it was not a slam dunk they would knock it back. IF the proxy advisors knocked it back, it was a high probability event that the Poison Pill would get voted down.
The result of the EGM might be less assured now that Glass Lewis has supported. But it is complicated. The result of the EGM could have effects on future buybacks, future index events, and profitability, and the way the shares move prior to the EGM could affect how people vote at the EGM. The shares at ¥1650 might trigger a different decision than the shares at ¥1,900.
Much more discussion below the fold. 



Further Shinsei Complications: Glass Lewis Endorses the Poison Pill. Will the FSA Vote?

<a href="https://www.smartkarma.com/entities/sbi-holdings-inc" target="_blank" data-smartkarma-citation="entities:10928:1" rel="noopener">SBI Holdings (8473 JP)</a> reported earnings after the close of 28 October. Earnings were high, and ROE achieved a record high. There was considerable good news in the results, but results were largely as expected and the stock price didn't do much. 
Most notable, I thought, in the analyst meeting afterwards was a barrage of comments about <a href="https://www.smartkarma.com/entities/shinsei-bank-ltd" target="_blank" data-smartkarma-citation="entities:16897:1" rel="noopener">Shinsei Bank (8303 JP)</a> seemingly meant to embarrass and disparage Shinsei senior management, and possibly the entire Shinsei management layer.
He likened the fact that Shinsei had not repaid public monies this long after the injection/conversion to "theft" and spent considerable time comparing apples to bananas.
It was not encouraging. Furthermore, he also said that he was "overpaying" at ¥2,000 and had no intention of raising his price. 
The entire call was interesting, and aggressive, and you can find the call and transcript  on Smartkarma <a href="https://www.smartkarma.com/entities/sbi-holdings-inc/events?item=7805" target="_blank" rel="noopener">here</a>. 
More below the fold.

SBI Holdings (8473 JP) reported earnings after the close of 28 October. Earnings were high, and ROE achieved a record high. There was considerable good news in the results, but results were largely as expected and the stock price didn't do much. 
Most notable, I thought, in the analyst meeting afterwards was a barrage of comments about Shinsei Bank (8303 JP) seemingly meant to embarrass and disparage Shinsei senior management, and possibly the entire Shinsei management layer.
He likened the fact that Shinsei had not repaid public monies this long after the injection/conversion to "theft" and spent considerable time comparing apples to bananas.
It was not encouraging. Furthermore, he also said that he was "overpaying" at ¥2,000 and had no intention of raising his price. 
The entire call was interesting, and aggressive, and you can find the call and transcript  on Smartkarma here. 
More below the fold. 

Aggressive Commentary by SBI About Shinsei at Earnings

Japan

SBI Holdings, Inc. manages venture capital fund which mainly invest in Internet related venture companies.  The Company also provides brokerage, investment banking, and financial services.

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SBI Holdings (8473 JP)

SBI Tender on Shinsei Successful. Goes to 47.77%. The BIG Question Is... Who Owns The Float?

The SBI TOB for Shinsei is done. They got to 47.77%; pro-ration was 100%. 3.5% of shares out traded Thurs-Fri and Murakami-san likely tendered some...

Travis Lundy

Shinsei EGM: Govt May Vote AGAINST But Could Shinsei Rig The Vote?

The news overnight (on what is a national holiday) is that the DICJ is leaning towards "not voting FOR" the Shinsei Poison Pill. That doesn't mean...

Travis Lundy

SBI and Shinsei Responses to the DICJ and an Activist Joins the Party

SBI & Shinsei both responded to the DICJ's questions, and curiously both come up with similar March 2025 profit expectations. It's not clear how...

Travis Lundy

Further Shinsei Complications: Glass Lewis Endorses the Poison Pill. Will the FSA Vote?

Things are getting complicated further. The FSA is mulling how to vote and Glass Lewis has decided to support the poison pill. Where to price the...

Travis Lundy

Aggressive Commentary by SBI About Shinsei at Earnings

SBI reported on Oct28. CEO Kitao-san hosted the call, aggressively disparaging Shinsei mgmt, comparing Shinsei to comps negatively (mostly apples...

Travis Lundy

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